0001166003-20-000077.txt : 20201231
0001166003-20-000077.hdr.sgml : 20201231
20201231085517
ACCESSION NUMBER: 0001166003-20-000077
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201229
FILED AS OF DATE: 20201231
DATE AS OF CHANGE: 20201231
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JESSELSON MICHAEL G
CENTRAL INDEX KEY: 0000945191
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32172
FILM NUMBER: 201427582
MAIL ADDRESS:
STREET 1: 1301 AVENUE OF THE AMERICAS
STREET 2: SUITE 4101
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: XPO Logistics, Inc.
CENTRAL INDEX KEY: 0001166003
STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700]
IRS NUMBER: 030450326
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: FIVE AMERICAN LANE
CITY: GREENWICH
STATE: CT
ZIP: 06831
BUSINESS PHONE: (855) 976-6951
MAIL ADDRESS:
STREET 1: FIVE AMERICAN LANE
CITY: GREENWICH
STATE: CT
ZIP: 06831
FORMER COMPANY:
FORMER CONFORMED NAME: EXPRESS-1 EXPEDITED SOLUTIONS INC
DATE OF NAME CHANGE: 20060606
FORMER COMPANY:
FORMER CONFORMED NAME: SEGMENTZ INC
DATE OF NAME CHANGE: 20020125
4
1
wf-form4_160942290434633.xml
FORM 4
X0306
4
2020-12-29
0
0001166003
XPO Logistics, Inc.
XPO
0000945191
JESSELSON MICHAEL G
C/O XPO LOGISTICS, INC.
FIVE AMERICAN LANE
GREENWICH
CT
06831
1
0
0
0
Common Stock, par value $0.001 per share
2020-12-29
4
M
0
8000
9.28
A
44507
D
Common Stock, par value $0.001 per share
2020-12-29
4
M
0
8000
16.74
A
52507
D
Common Stock, par value $0.001 per share
2020-12-29
4
M
0
8000
23.19
A
60507
D
Common Stock, par value $0.001 per share
2020-12-29
4
F
0
3360
117.22
D
57147
D
Common Stock, par value $0.001 per share
2020-12-30
4
A
0
103570
0
A
103570
I
See footnote
Common Stock, par value $0.001 per share
2020-12-30
4
A
0
97431
0
A
201001
I
See footnote
Common Stock, par value $0.001 per share
2020-12-30
4
A
0
20057
0
A
20057
I
See footnote
Common Stock, par value $0.001 per share
10000
I
See footnote
Common Stock, par value $0.001 per share
12000
I
See footnote
Common Stock, par value $0.001 per share
12000
I
See footnote
Common Stock, par value $0.001 per share
12000
I
See footnote
Common Stock, par value $0.001 per share
10000
I
See footnote
Director Stock Option (right to buy)
23.19
2020-12-29
4
M
0
8000
0
D
2015-01-02
2023-12-12
Common Stock, par value $0.001 per share
8000.0
0
D
Director Stock Option (right to buy)
16.74
2020-12-29
4
M
0
8000
0
D
2013-12-11
2022-12-11
Common Stock, par value $0.001 per share
8000.0
0
D
Director Stock Option (right to buy)
9.28
2020-12-29
4
M
0
8000
0
D
2012-09-02
2021-11-21
Common Stock, par value $0.001 per share
8000.0
0
D
See footnote
7.0
2020-12-30
4
D
0
725
0
D
2011-09-02
Common Stock, par value $0.001 per share
103570.0
0
I
See footnote
Warrants
7.0
2020-12-30
4
D
0
103572
0
D
2011-09-02
2021-09-02
Common Stock, par value $0.001 per share
103572.0
0
I
See footnote
Warrants
7.0
2020-12-30
4
D
0
21322
0
D
2011-09-02
2021-09-02
Common Stock, par value $0.001 per share
21322.0
0
I
See footnote
Restricted Stock Unit
Common Stock, par value $0.001 per share
2392.0
2392
D
Restricted Stock Unit
Common Stock, par value $0.001 per share
2071.0
2071
D
Restricted Stock Unit
Common Stock, par value $0.001 per share
3970.0
3970
D
15,000 of these securities are held in an individual retirement account of Michael G. Jesselson.
No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund the exercise price attributable to the exercise of the Director Stock Options reported on this Form 4. The Director Stock Options were fully vested and exercisable at the time of the exercise, and there were no related discretionary transactions or open market sales.
The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust exchanged 725 shares of Series A Convertible Perpetual Preferred Stock for 103,570 shares of Common Stock pursuant to the terms of a Preferred Stock Exchange Agreement dated December 30, 2020 among the Company and The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust.
The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust are the direct beneficial owners of these securities. Michael G. Jesselson is the beneficiary of each of these trusts.
The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust exchanged 103,572 Warrants for 97,431 shares of Common Stock pursuant to the terms of a Warrant Exchange Agreement dated December 30, 2020 among the Company and The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust.
The Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson exchanged 21,322 Warrants for 20,057 shares of Common Stock pursuant to the terms of a Warrant Exchange Agreement dated December 30, 2020 among the Company and The Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson.
The Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of the trust.
Michael G. Jesselson's spouse is the direct beneficial owner of these securities.
These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.
These securities are held by the RAJ Irrevocable Trust, of which Michael G. Jesselson is a trustee
These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.
Series A Convertible Perpetual Preferred Stock, par value $0.001 per share.
The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation").
The Series A Convertible Perpetual Preferred Stock has no expiration date.
The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate").
Represents 103,572 shares of Common Stock initially issuable upon conversion of 103,572 Warrants, subject to adjustment as set forth in the Warrant Certificate.
Represents 21,322 shares of Common Stock initially issuable upon conversion of 21,322 Warrants, subject to adjustment as set forth in the Warrant Certificate.
Each Restricted Stock Unit ("RSU") represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock.
The RSUs shall vest in full on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer.
The RSUs vested in full on January 2, 2019 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
The RSUs vested in full on January 3, 2018 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
/s/ Karlis P. Kirsis, Attorney-in-Fact
2020-12-31